Contribution and Exchange Agreement

Exhibit 2

Contribution and Exchange Agreement by and among Abbott Laboratories, Takeda Pharmaceutical Company Limited,
Takeda America Holdings, Inc., TAP Pharmaceutical Products Inc., Lake Products Inc.

and Takeda Pharmaceuticals LLC dated as of March 19, 2008*

*                  In accordance with Item 601(b)(2) of Regulation S-K, the schedules and similar attachments to this agreement, which are listed in the table of contents of this agreement, have not been filed, with the exception of Exhibit I to this agreement. The registrant agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

Execution Version

CONTRIBUTION AND EXCHANGE AGREEMENT

by and among

ABBOTT LABORATORIES

TAKEDA PHARMACEUTICAL COMPANY LIMITED

TAKEDA AMERICA HOLDINGS, INC.

TAP PHARMACEUTICAL PRODUCTS INC.

LAKE PRODUCTS INC.

and

TAKEDA PHARMACEUTICALS LLC

dated as of March 19, 2008

TABLE OF CONTENTS

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CONTRIBUTION AND EXCHANGE AGREEMENT

This Contribution and Exchange Agreement (this “ Agreement ”), dated as of March 19, 2008 and amended and restated as of April 30, 2008, by and among Abbott Laboratories, an Illinois corporation (“ Abbott ”), Takeda Pharmaceutical Company Limited, a Japanese corporation (“ Takeda ”), Takeda America Holdings, Inc., a New York corporation and wholly-owned subsidiary of Takeda (“ TAH ”), TAP Pharmaceutical Products Inc., a close corporation incorporated in Delaware (“ TAP ”), Lake Products Inc., a Delaware corporation (“ Newco ”), and Takeda Pharmaceuticals LLC, a Delaware limited liability company (“ VEP LLC ”), amends and restates in its entirety the Contribution and Exchange Agreement, dated as of March 19, 2008, by and among Abbott, Takeda, TAH, TAP and Newco (the “ Original Agreement ”).

W I T N E S S E T H

WHEREAS, TAP is a close corporation jointly owned by TAH and Abbott and is engaged in the Split-off Business and the Retained Business;

WHEREAS, upon the terms and subject to the conditions of this Agreement, (i) TAP desires to contribute to Newco certain Assets used or held for use primarily in the conduct of the Split-off Business, certain other Assets, and an amount of cash, if any, equal to half of the Net Assets of TAP (prior to the Contemplated Transactions) less the Net Assets of the Split-off Business (giving effect to the Contemplated Transactions), subject to subsequent adjustment, and (ii) Newco desires to assume, among other things, the Liabilities associated primarily with, or to the extent arising out of the conduct of, the Split-off Business and such other Assets and certain other Liabilities;

WHEREAS, upon the terms and subject to the conditions of this Agreement, TAP desires to exchange with Abbott, and Abbott desires to exchange with TAP, immediately following the consummation of the Contribution and Assumption, all of the issued and outstanding Newco Stock for all of the issued and outstanding TAP Class A Common Stock owned by Abbott;

WHEREAS, in accordance with the Original Agreement, VEP LLC has been established to facilitate certain arrangements between TAP and Newco with respect to VEP Products after the Closing, and the Parties wish to amend and restate the Original Agreement in its entirety and to provide for the amendment and restatement of certain other Transaction Documents to reflect changes to the documentation of the Contemplated Transactions as contemplated by the Original Agreement; and

WHEREAS, the Parties are entering into the Contemplated Transactions pursuant to a plan of reorganization in accordance with Sections 368(a)(1)(D) and 355 of the Code, and the Parties intend for such Contemplated Transactions to qualify as a tax free reorganization under such sections of the Code.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth hereinafter and in the other Transaction Documents, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01           Definitions .  Capitalized terms used but not otherwise defined herein shall have the respective meanings specified in Exhibit I to this Agreement.

ARTICLE 2

TRANSFER AND ASSUMPTION OF ASSETS AND LIABILITIES

Section 2.01           Contribution of the Transferred Assets and Assumption of the Assumed Liabilities .  Upon the terms and subject to the conditions of this Agreement, including Article 12 , immediately prior to the Exchange, (i) TAP shall assign, transfer, convey and deliver as a capital contribution to Newco, and Newco shall accept, all of the right, title and interest of TAP in, to and under the Transferred Assets, free and clear of all Liens running for the benefit of TAP or any of the TAP Subsidiaries, (ii) if the Estimated Net Asset Equalization Amount is greater than zero, TAP shall contribute to Newco cash in the amount of the Estimated Net Asset Equalization Amount and (iii) Newco shall assume and agree to pay, perform and discharge when due all of the Assumed Liabilities (clauses (i), (ii) and (iii), collectively, the “ Contribution and Assumption ”).

Section 2.02           Retained Assets and Liabilities .

(a)         Notwithstanding anything to the contrary herein, TAP shall not assign, transfer, convey or deliver to Newco, nor shall Newco accept, any right, title or interest in, to or under any Retained Assets.

(b)         Newco shall not assume or have any responsibility for any Retained Liabilities.

Section 2.03           Contribution Deliveries .

(a)         Immediately prior to the Exchange on the Closing Date (the “ Contribution Effective Time ”), TAP shall duly execute and/or deliver to Newco:

(i)          a wire transfer of immediately available funds in an amount equal to the Estimated Net Asset Equalization Amount, if the Estimated Net Asset Equalization Amount is greater than zero;

(ii)         (A) a special warranty deed conveying the Headquarters Facility to Newco in the form attached hereto as Attachment A (the “ Special Warranty Deed ”), (B) a title policy from First American Title Insurance Company (or another title company mutually acceptable to Abbott and TAH) (the

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“ Title Company ”) for an ALTA extended coverage title policy insuring Newco in an amount equal to at least the Title Commitment Headquarters Value in form and substance reasonably acceptable to Abbott and containing the following endorsements: (1) an endorsement deleting the standard printed exceptions; (2) an endorsement insuring that the insured property is the same as depicted in the Survey; (3) an endorsement insuring access to the Premises by vehicles from North Field Drive, Lake Forest, Illinois; (4) an endorsement insuring against loss of title to the Headquarters Facility or the inability of the owner of the Premises to maintain or operate the improvements now located on the Premises by reason of a violation of a covenant, condition or restriction of record at Closing affecting the Headquarters Facility; (5) a 3.1 zoning endorsement insuring that the Headquarters Facility, as currently operated, is in compliance with all applicable zoning ordinances and regulations; (6) a tax parcel endorsement; (7) a contiguity endorsement and (8) such other endorsements as Abbott may reasonably request which the Title Company commits to issue (the “ Title Policy ”), (C) a current survey of the Headquarters Facility prepared in accordance with “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” jointly established and adopted by ALTA and ACSM in 2005 in form and content reasonably acceptable to Abbott and including ALTA Table A items 2, 3, 4, 6, 7(a), 7(c), 8, 9, 10, 11(c), 16 and 18 (the “ Survey ”) and (D) all affidavits, statements, transfer tax declarations and other items necessary to effectuate the transfer of the Headquarters Facility to Newco and cause the Title Company to issue the Title Policy; provided that any and all costs and expenses of the deliveries identified in clauses (B) and (C) shall be borne entirely by TAP (which costs and expenses shall be reflected as a Liability on the TAP Closing Balance Sheet or paid by TAP prior to the Closing);

(iii)        the Contribution, Conveyance and Assumption Agreement;

(iv)        instruments for the transfer to Newco of the Identifiable Intellectual Property set forth in Schedule 4.15(a)(i) of the TAP Disclosure Schedules, in the forms attached hereto as Attachment B ;

(v)         the Transferred Assets specified in clause (m) of the definition of Transferred Assets; and

(vi)        a non-foreign person affidavit as required by Section 1445 of the Code.

(b)         At the Contribution Effective Time, Newco shall duly execute and deliver to TAP:

(i)          the Contribution, Conveyance and Assumption Agreement; and

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(ii)         instruments for the transfer to Newco of the Identifiable Intellectual Property set forth in Schedule 4.15(a)(i)  of the TAP Disclosure Schedules, in the forms attached hereto as Attachment B .

(c)         Notwithstanding anything in Section 2.01 or this Section 2.03 to the contrary, TAP may assign, transfer, deliver, convey and contribute to Newco any Transferred Asset and cause Newco to assume any Assumed Liability, in each case, prior to the Contribution Effective Time and upon mutual written agreement of the Parties.  Any such mutual written agreement shall specify that the subject action may be unwound in the event this Agreement is terminated pursuant to Section 13.01 .

Section 2.04           Third Party Consents; Assignment of Contracts and Rights .

(a)         Subject to the terms of this Agreement, prior to the Contribution Effective Time, TAP shall, and Abbott and TAH shall each instruct TAP to (and, if applicable, vote to cause TAP to) , use commercially reasonable efforts to take such actions, make such filings, furnish such information and seek timely to obtain any Third Party Consents reasonably determined by either TAH or Abbott as being required in connection with the consummation of the Contemplated Transactions.  Fifty percent (50%) of all out-of-pocket costs, including any consent fees, incurred by TAP in connection with taking such actions, making such filings, furnishing such information and seeking or obtaining such Third Party Consents (to the extent such costs are not reflected on the TAP Closing Balance Sheet or paid by TAP prior to the Closing) shall be promptly reimbursed by Newco upon the written request of TAP.

(b)         In the event any Third Party Consent, which is determined by Abbott to be required in connection with the consummation of the Contemplated Transactions, is not obtained prior to the Contribution Effective Time, TAP shall, and TAH shall cause TAP to, subsequent to the Contribution Effective Time, continue to use its commercially reasonable efforts to promptly obtain such Third Party Consent.  In the event that TAP makes any payment to any Person to induce such Person to grant any Third Party Consent, which Third Party Consent is determined by Abbott or TAH to be required in connection with the consummation of the Contemplated Transactions and is not obtained prior to the Contribution Effective Time, fifty percent (50%) of the amount of such payment and related out-of-pocket costs and expenses (including reasonable attorneys’ fees) of TAP shall be promptly reimbursed by Newco upon written request by TAP (to the extent not reflected on the TAP Closing Balance Sheet or paid by TAP prior to the Closing); provided that any such payment shall be approved in advance in writing by Abbott.  Abbott shall cooperate with TAP in connection with obtaining such Third Party Consents and shall use commercially reasonable efforts (but not payment of money) to obtain such Third Party Consents.  After the Contribution Effective Time, until any such Third Party Consent is received, (i) TAP and Newco shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Newco the benefits, obligations and Liabilities associated with such Transferred Asset, (ii) Newco shall timely discharge and perform when due all of the obligations of TAP associated with such Transferred Asset, including all payment obligations, as if Newco were the Party in interest thereto, and (iii) TAP shall enforce, at the reasonable request of Newco, any rights of TAP relating to such Transferred Asset; provided that, upon written request of TAP, Newco shall promptly reimburse TAP for (x) fifty percent (50%) of all out-of-pocket costs and expenses (including reasonable attorneys’ fees) of TAP incurred

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pursuant to clause (i) of this sentence after the Closing but prior to the one year anniversary of the Closing Date and (y) all out-of-pocket costs and expenses (including reasonable attorneys’ fees) of TAP incurred pursuant to clause (iii) of this sentence after the Closing or pursuant to clause (i) of this sentence on or after the one year anniversary of the Closing Date, to the extent, in the case of each of the foregoing clauses (x) and (y), not reflected on the TAP Closing Balance Sheet.  Once such Third Party Consent for the transfer of any applicable Transferred Asset not transferred at the Contribution Effective Time is obtained, TAP shall promptly transfer, or cause to be transferred, such Transferred Asset to Newco for no additional consideration.

(c)         Unless the Parties agree otherwise, any Mixed Contract that exists as of the Contribution Effective Time shall be assigned in part to Newco, if so assignable, upon or after the Contribution Effective Time, so that each of Newco and TAP shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses; provided , however , that in no event shall TAP be required to assign any Mixed Contract in its entirety.  If any Mixed Contract cannot be so partially assigned, TAP and Newco shall take such other reasonable and permissible actions to cause (i) the Assets associated with that portion of each Mixed Contract that relates to the Retained Business to be enjoyed by TAP; (ii) the Liabilities associated with that portion of each Mixed Contract that relates to the Retained Business to be borne by TAP; (iii) the Assets associated with that portion of each Mixed Contract that relates to the Split-off Business to be enjoyed by Newco; and (iv) the Liabilities associated with that portion of each Mixed Contract that relates to the Split-off Business to be borne by Newco.

(d)         At the Closing, the Interchangeable Assets shall be physically apportioned between the Retained Business and the Split-off Business on an approximately pro rata basis in accordance with the overall usage of the Interchangeable Assets by the Retained Business and the Split-off Business as of immediately prior to the Closing Date.  The portion of the Interchangeable Assets so apportioned to the Retained Business shall constitute Retained Assets and the portion of the Interchangeable Assets so apportioned to the Split-off Business shall constitute Transferred Assets.  After the Closing, except as otherwise provided in this Agreement or any other Transaction Document, (i) Newco and its Affiliates shall have no right of access to, possession of or use of the Interchangeable Assets that constitute Retained Assets and (ii) TAP and its Affiliates shall have no right of access to, possession of or use of the Interchangeable Assets that constitute Transferred Assets.  Prior to the Closing, TAH and Abbott shall cooperate in good faith to identify and determine the allocation of each such Interchangeable Asset in accordance herewith.

(e)         Subject to the terms of any arrangement between TAP and Newco pursuant to clause (i) in Section 2.04(b) , subsequent to the Contribution Effective Time, TAP shall promptly pay to Newco when received any amounts received by TAP pertaining primarily to any Transferred Asset or any claim, right or benefit arising under any Transferred Asset.

(f)         Subsequent to the Contribution Effective Time, Newco shall promptly pay to TAP when received any amounts received by Newco pertaining primarily to any Retained Asset or any claim, right or benefit arising under any Retained Asset (including any Split-off Accounts Receivable retained by TAP as a Retained Asset pursuant to the terms of this Agreement).

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Section 2.05           Governmental Authorizations .

(a)         Subject to the terms of this Agreement, prior to the Contribution Effective Time, TAP shall, and Abbott and TAH shall each instruct TAP to (and, if applicable, vote to cause TAP to) , and Abbott and TAH (at the cost and expense of TAP) shall, as the case may be, use commercially reasonable efforts to take such actions, make such filings, furnish such information and seek timely to obtain such Governmental Authorizations, if any, as are required in connection with the consummation of the Contemplated Transactions.  In addition, pursuant to 21 C.F.R. § 314.72(a)(1), TAP shall, at the time of transfer, notify the FDA in writing of all NDAs and INDs transferred from TAP to Newco and that all rights to such NDAs and INDs have been transferred to Newco.

(b)         Notwithstanding anything to the contrary herein, Newco acknowledges and agrees that if there are any Governmental Authorizations pertaining primarily to the Split-off Business (or are otherwise necessary to engage in the Split-off Business from and after the Contribution Effective Time) that are non-transferable or otherwise not transferred to Newco prior to or at the Contribution Effective Time pursuant to this Agreement (the “ Non-Transferred Permits ”), the same shall be retained by TAP from and after the Contribution Effective Time for the benefit of Newco.   For a period of one year after the Closing Date, TAP shall, and TAH shall cause TAP to, continue to use its commercially reasonable efforts to promptly transfer any transferable Non-Transferred Permits pertaining primarily to the Split-off Business.  In the event TAP makes any payment to any third party to transfer any such transferable Non-Transferred Permit, fifty percent (50%) of the amount of such payment and related out-of-pocket costs and expenses of TAP (including reasonable attorneys’ fees) shall be promptly reimbursed by Newco upon written request by TAP (to the extent not reflected on the TAP Closing Balance Sheet or paid by TAP prior to the Closing); provided that (except for any such payment to a Governmental Authority that is required by Law to transfer any Non-Transferred Permit) Newco shall be obligated to make the respective payment to TAP only if Abbott has approved such third party payment in writing in advance.  TAP and Newco shall cooperate with each other in any reasonable and lawful arrangements to provide to Newco the benefits, obligations and Liabilities associated with each Non-Transferred Permit until such time as Newco obtains a replacement Governmental Authorization, but the obligations of TAP under this Section 2.05(b)  to maintain any Non-Transferred Permit and provide any benefits thereunder to Newco shall expire on the one year anniversary of the Closing Date (the “ Permit Expiration Date ”) and TAP shall have no obligation to renew or take action to otherwise extend any such Non-Transferred Permit that expires prior thereto on its own terms.  After the Closing, Newco shall timely discharge and perform when due all of the obligations of TAP associated with such Non-Transferred Permit, including all payment obligations, as if Newco were the party in interest thereto.  TAP may terminate any and all Non-Transferred Permits in its discretion upon or at any time after the Permit Expiration Date.  From and after the Closing, in the event TAP identifies a Governmental Authorization transferred to Newco as a Transferred Asset that is related to the Retained Business, then upon written request by TAP, (i) Newco shall cooperate with TAP in any reasonable and lawful arrangement designed to provide TAP with the benefits associated with such Governmental Authorization, and (ii) TAP shall promptly reimburse Newco for fifty percent (50%) of its out-of-pocket costs and expenses (including reasonable attorneys’ fees) attributable to providing TAP with the benefits associated with such Governmental

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Authorization.  The obligations of Newco under this Section 2.05(b)  to make any Governmental Authorization available to TAP shall expire on the Permit Expiration Date.

Section 2.06           Authorization of Transactions .  In accordance with Section 350 of the General Corporation Law of the State of Delaware, TAH and Abbott hereby agree that TAH and Abbott, as the stockholders of TAP, shall control the authorization and approval, on behalf of TAP, of this Agreement and the Contemplated Transactions, and each of TAH and Abbott hereby grants all consents and approvals necessary for the consummation of the Contemplated Transactions under the organizational documents of TAP, the Laws of the State of Delaware and any applicable Contracts between such Parties and TAP.

ARTICLE 3

EXCHANGE

Section 3.01           Exchange .  Upon the terms and subject to the conditions of this Agreement, the Parties agree that, following the consummation of the Contribution and Assumption, at the Closing, TAP shall transfer and deliver to Abbott all of the issued and outstanding Newco Stock, free and clear of any and all Liens, and in exchange for such Newco Stock, Abbott shall concurrently transfer and deliver to TAP all of the issued and outstanding TAP Class A Common Stock (the “ Exchange ”), free and clear of any and all Liens.

Section 3.02           Closing .

(a)         Upon the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated hereby (the “ Closing ”) will be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 333 West Wacker Drive, Chicago, Illinois, on the later of (i) April 30, 2008 (the “ Target Closing Date ”) if the conditions to the Closing set forth in Article 11 have then been satisfied or waived (other than such conditions which by their nature are to be satisfied at the Closing) and (ii) the last Business Day of the month in which satisfaction or waiver of the conditions set forth in Article 11 occurs (other than such conditions which by their nature are to be satisfied at the Closing), in each case other than as TAH and Abbott may mutually agree in writing.  Notwithstanding anything herein to the contrary, if satisfaction or waiver of the conditions set forth in Article 11 (other than such conditions which by their nature are to be satisfied at the Closing) occurs prior to the Target Closing Date, the Closing shall be held on any Business Day prior to the Target Closing Date that Takeda designates upon written notice to Abbott at least five (5) Business Days prior to such designated date; provided that such designated date must be the last Business Day of a month.  The date on which the Closing actually occurs shall be referred to as the “ Closing Date ,” and, except as otherwise expressly provided herein, the Closing shall for all purposes be deemed effective as of 11:59 PM, Central Time, on the Closing Date.

(b)         At the Closing, TAH or TAP, as appropriate, shall duly execute (and, if applicable, TAP shall cause the TAP Sales Subsidiary to execute) and/or deliver or cause to be delivered to Abbott or Newco, as the case may be:

(i)            certificates evidencing the shares of Newco Stock to be delivered by TAP under this Agreement, free and clear of all Liens, preemptive

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or similar rights or any other limitation or restriction, duly endorsed in blank or accompanied by stock powers duly endorsed in blank;

(ii)           the Transition Services Agreement;

(iii)          the Tolling Agreement-Prevacid;

(iv)         the Tolling Agreement-Uloric;

(v)          the Tolling Agreement-Lupron;

(vi)         the Headquarters Lease;

(vii)        the Amended and Restated Tax Agreement;

(viii)       the Amended and Restated Employee Matters Agreement;

(ix)         the Marketing and Distribution Agreement (Canada);

(x)          the Amendment to Marketing and Distribution Agreement (Canada);

(xi)         the Marketing and Distribution Agreement (Puerto Rico);

(xii)        the Amendment to Marketing and Distribution Agreement (Puerto Rico);

(xiii)       the Amendment to Prev-Pac Co-Promotion Agreement;

(xiv)       the Lease Assignment and Assumption Agreement (Arlington);

(xv)        the Lease Assignment and Assumption Agreement (Bedminster);

(xvi)       the Lease Assignment and Assumption Agreement (Bannockburn);

(xvii)      a certificate of an executive officer of TAH as to the matters set forth in Sections 11.03(b)  and 11.03(e)  (as to matters regarding TAH); and

(xviii)     all other previously undelivered certificates and other documents required to be delivered by TAH or TAP, as the case may be, to Abbott or Newco, as the case may be, in connection with the Contemplated Transactions.

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(c)         At the Closing, Abbott or Newco, as appropriate, shall duly execute (and/or cause Abbott-Canada and/or Abbott-Puerto Rico and/or Abbott Laboratories Inc. to execute, if applicable) and/or deliver or cause to be delivered to TAH or TAP, as the case may be:

(i)            certificates evidencing the shares of TAP Class A Common Stock to be

delivered by Abbott under this Agreement, free and clear of all Liens, preemptive or similar rights or any other limitation or restriction, other than as set forth in TAP’s certificate of incorporation, duly endorsed in blank or accompanied by stock powers duly endorsed in blank;

(ii)           the Transition Services Agreement;

(iii)          the Tolling Agreement-Prevacid;

(iv)         the Tolling Agreement-Uloric;

(v)          the Tolling Agreement-Lupron;

(vi)         the Headquarters Lease;

(vii)        the Amended and Restated Tax Agreement;

(viii)       the Lupron License and Supply Agreement;

(ix)         the Amended and Restated Employee Matters Agreement;

(x)          the Amended and Restated Abbott Guarantee;

(xi)         the Marketing and Distribution Agreement (Canada);

(xii)        the Amendment to Marketing and Distribution Agreement (Canada);

(xiii)       the Marketing and Distribution Agreement (Puerto Rico);

(xiv)       the Amendment to Marketing and Distribution Agreement (Puerto Rico);

(xv)        the Amendment to Prev-Pac Co-Promotion Agreement;

(xvi)       the Contribution and Distribution Agreement;

(xvii)      the Lease Assignment and Assumption Agreement (Arlington);

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(xviii)     the Lease Assignment and Assumption Agreement (Bedminster);

(xix)       the Lease Assignment and Assumption Agreement (Bannockburn);

(xx)        a counterpart signature page to the VEP LLC Operating Agreement documenting Newco’s becoming the Class B Member;

(xxi)       resignations from each director and officer of TAP listed on Schedule 3.02(c) ;

(xxii)      a certificate of an executive officer of Abbott as to the matters set forth in Sections 11.02(b)  (as to matters regarding Abbott) and 11.02(c) ;

(xxiii)    Schedule 5.06 ; and

(xxiv)     all other previously undelivered certificates and other documents required to be delivered by Abbott or Newco, as the case may be, to TAH or TAP, as the case may be, in connection with the Contemplated Transactions.

(d)         At the Closing, TAP shall duly execute (and/or cause the TAP Sales Subsidiary and/or Newco Lupron Sales Subsidiary to execute, if applicable) and/or deliver or cause to be delivered, as the case may be:

(i)          to Abbott, a certificate of the president and executive vice president of TAP as to the matters set forth in Sections 11.03(d)  and 11.03(e)  (as to matters regarding TAP);

(ii)         (A) to each of the parties thereto and to Abbott, the Contribution and Distribution Agreement and (B) to the other party thereto and to Abbott, a contribution, conveyance and assumption agreement between the TAP Sales Subsidiary and Newco Lupron Sales Subsidiary, substantially similar to the Contribution, Conveyance and Assumption Agreement, evidencing the transfer of Transferred Assets and assumption of Assumed Liabilities contemplated by Section 7.02(a)(ii)(B) ;

(iii)        to TAH, a certificate of the president and executive vice president of TAP as to the matters set forth in Sections 11.02(b)  (as to matters regarding TAP) and 11.02(d) ;

(iv)        to Abbott, Newco and Newco Sales Subsidiary, resignations from each director and officer of Newco and Newco Sales Subsidiary;

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(v)         to the other party thereto, the VEP LLC Operating Agreement and, to Newco, a counterpart signature page to the VEP LLC Operating Agreement documenting Newco’s becoming the Class B Member;

(vi)        to each of the other parties thereto, the VEP LLC Contribution Agreement;

(vii)       to VEP LLC, the Supply Agreement; and

(viii)     to VEP LLC, the Master Services and Supply Agreement.

(e)         At the Closing, Takeda shall duly execute and deliver to Abbott or Newco, as the case may be:

(i)          the Amended and Restated Takeda Guarantee;

(ii)         the Lupron License and Supply Agreement;

(iii)       a certificate of an executive officer of Takeda as to the matters set forth in Section 11.03(c) and 11.03(e) (as to matters regarding Takeda);

(iv)        Schedule 6.02(h) ;

(v)         the Amended and Restated Employee Matters Agreement; and

(vi)        all other previously undelivered certificates and other documents required to be delivered by Takeda to Abbott or Newco, as the case may be, in connection with the Contemplated Transactions.

(f)             At the Closing, VEP LLC shall duly execute and deliver:

(i)          to Abbott, Newco, TAH and TAP, the Amended and Restated Tax Agreement;

(ii)         to TAP, the Master Services and Supply Agreement;

(iii)        to the TAP Sales Subsidiary, the Supply Agreement; and

(iv)        to TAP and the TAP Sales Subsidiary, the VEP LLC Contribution Agreement.

Section 3.03           Closing Balance Sheet; Adjustment of Estimated Net Assets Differential.

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(a)         As promptly as practicable, but in any event within 90 Business Days after the Closing Date, TAP shall:

(i)          prepare the TAP Closing Balance Sheet, the Retained Business Closing Balance Sheet and the Split-off Business Closing Balance Sheet in accordance with GAAP applied on a basis consistent with the TAP 2007 Audited Balance Sheet and the Agreed Accounting Conventions;

(ii)         deliver to Abbott and TAH (A) the TAP Closing Balance Sheet, together with a report thereon of Deloitte & Touche LLP (“ Deloitte & Touche ”) substantially to the effect that the TAP Closing Balance Sheet presents fairly, in all material respects, the assets and liabilities of TAP as of the Closing Date, on the basis of accounting described in a note to the TAP Closing Balance Sheet (which note shall state in substance that the TAP Closing Balance Sheet reflects the assets and liabilities of TAP and its Subsidiaries, including Newco and VEP LLC, on a consolidated basis immediately prior to the Contribution and Assumption, but after the transactions contemplated by Section 7.02(a)  and Section 7.03 , and shall otherwise describe accounting in accordance with the requirements of Section 3.03(a)(i)  as the basis for the TAP Closing Balance Sheet), (B) the Retained Business Closing Balance Sheet, together with a report thereon of Deloitte & Touche substantially to the effect that the Retained Business Closing Balance Sheet presents fairly, in all material respects, the assets and liabilities of TAP as of the Closing Date, on the basis of accounting described in a note to the Retained Business Closing Balance Sheet (which note shall state in substance that the Retained Business Closing Balance Sheet reflects the assets and liabilities of TAP and its Subsidiaries, including VEP LLC but excluding Newco and its Subsidiary, on a consolidated basis after the Contribution and Assumption, but prior to the Exchange, and shall otherwise describe accounting in accordance with the requirements of Section 3.03(a)(i)  as the basis for the Retained Business Closing Balance Sheet) and (C) the Split-off Business Closing Balance Sheet, together with a report thereon of Deloitte & Touche substantially to the effect that the Split-off Business Closing Balance Sheet presents fairly, in all material respects, the assets and liabilities of Newco as of the Closing Date, on the basis of accounting described in a note to the Split-off Business Closing Balance Sheet (which note shall state in substance that the Split-off Business Closing Balance Sheet reflects the assets and liabilities of Newco and its Subsidiary on a consolidated basis after the Contribution and Assumption, but prior to the Exchange, and shall otherwise describe accounting in accordance with the requirements of Section 3.03(a)(i)  as the basis for the Split-off Business Closing Balance Sheet); and

(iii)        prepare and deliver to Abbott and TAH an explanation of the preparation of the TAP Closing Balance Sheet, the Retained Business Closing Balance Sheet and the Split-off Business Closing Balance Sheet in such detail as to permit a reasonable review and analysis thereof by TAH and Abbott, which explanation shall include general ledger account-level detail and all relevant analysis and supporting documentation.

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(b)         In preparing and reviewing the TAP Closing Balance Sheet, the Retained Business Closing Balance Sheet and the Split-off Business Closing Balance Sheet, TAP and Newco shall cooperate with one another, including by providing reasonable access to such other Party and to the Representatives of such Party during normal business hours to its offices, properties, books and records, and employees.  TAH and Abbott shall have at least fifteen (15) Business Days to review the TAP Closing Balance Sheet, the Retained Business Closing Balance Sheet and the Split-off Business Closing Balance Sheet following the delivery by TAP of all of the items specified in Section 3.03(a)(i)-(iii) .

(c)         Within five (5) Business Days after TAH and Abbott consent to the TAP Closing Balance Sheet, the Split-off Business Closing Balance Sheet and the Retained Business Closing Balance Sheet, an adjustment with respect to the Estimated Net Asset Equalization Amount shall be made as follows:

(i)          if the Estimated Net Assets Differential exceeds the Net Assets Differential, then an amount equal to such excess shall be paid by Newco to TAP by wire transfer of immediately available funds to the account designated in writing by TAP; and

(ii)         if the Net Assets Differential exceeds the Estimated Net Assets Differential, then an amount equal to such excess shall be paid by TAP to Newco by wire transfer of immediately available funds to the account designated in writing by Newco;

plus interest thereon from (but not including) the Closing Date at the Federal Funds Rate (compounded monthly) up to (and including) the actual date of payment; provided , however , any amount paid pursuant to the provisions of either subparagraph (i) or (ii) of this Section 3.03(c)  shall be treated for Tax purposes by all of the Parties as an adjustment to the value of the Transferred Assets (but shall be ignored for purposes of any calculation hereunder of Net Assets), which for all Tax purposes shall be deemed to have occurred immediately prior to the Closing.

Section 3.04           Time Adjustment Amount .

(a)         The Estimated Net Asset Equalization Amount shall be reduced (but not to less than zero) in an amount equal to $10,000,000 with respect to the month of March 2008 and $15,000,000 for each full month after such month of March 2008 until the Closing Date, such amount to be calculated on a pro rata basis if the Closing Date takes place on a date other than the last Business Day of any month (the “ Time Adjustment Reduction Amount ”); provided , however , that, if the Time Adjustment Reduction Amount is greater than the Estimated Net Asset Equalization Amount or if the Estimated Net Asset Equalization Amount is zero without any adjustment contemplated hereby, distributions to the Class B Member pursuant to Section 4.4(b)(i) and (as necessary) Section 4.4(b)(ii) of the VEP LLC Operating Agreement shall be offset and reduced, but shall be deemed paid (including for purposes of Section 4.4(b)(v) of the VEP LLC Operating Agreement), until the sum of all such reductions equals the excess of the Time Adjustment Reduction Amount over the Estimated Net Asset Equalization Amount.

(b)         Any amount considered paid by Newco pursuant to the provisions of Section 3.04(a)  shall be treated for Tax purposes by all of the Parties consistent with the Private

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Letter Ruling as an adjustment to the value of the Transferred Assets (but shall be ignored for purposes of any calculation hereunder of Net Assets) which for all Tax purposes shall be deemed to have occurred immediately prior to the Closing.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF TAP

As of the date of this Agreement and to the Signing Knowledge of TAP, TAP hereby makes the Signing Representations to TAH, Abbott and Newco, except as specifically set forth in the TAP Disclosure Schedules, as updated pursuant to Section 10.16 .  As of the Closing Date and to the Closing Knowledge of TAP, TAP hereby makes the Closing Representations to TAH, Abbott and Newco, except as specifically set forth in the TAP Disclosure Schedules, as delivered and updated pursuant to Section 10.16 .

Section 4.01           Organization and Qualification .  TAP and each of the TAP Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has the full and unrestricted corporate power and authority to own, operate and lease its Assets and to carry on its business as currently conducted.  TAP and each of the TAP Subsidiaries is duly qualified or registered to do business as a foreign corporation, and is in good standing, in the states, countries and territories in which the nature of the business conducted by it or the character of the Assets owned, leased or otherwise held by it makes such qualification or registration necessary or required by Law, except where the failure to be so qualified or registered would not have a TAP Material Adverse Effect or a Split-off Business Material Adverse Effect.

Section 4.02           Authority; Binding Obligation .  TAP has the full and unrestricted corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, and to perform its obligations hereunder and thereunder, and to consummate the Contemplated Transactions to which it is a party.  The execution and delivery by TAP of this Agreement and each other Transaction Document to which it is a party, the performance of its obligations hereunder and thereunder, and the consummation by TAP of the Contemplated Transactions to which it is a party, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of TAP are necessary to authorize this Agreement and each other Transaction Document to which it is a party, and to perform its obligations hereunder and thereunder, or to consummate the Contemplated Transactions to which it is a party.  This Agreement has been duly executed by TAP and constitutes, and each other Transaction Document to be executed by TAP, when executed and delivered in accordance with the provisions hereof, will constitute, a legal, valid and binding obligation of TAP, enforceable in accordance with its terms, except as such enforceability may be subject to the effect of any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the exercise of judicial discretion in accordance with general equitable principles (whether considered in a Legal Proceeding in equity or at law).

Section 4.03           Non-Contravention; Required Filings and Consents .

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(a)         The execution, delivery and performance by TAP of this Agreement and each of the other Transaction Documents to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by TAP of the Contemplated Transactions to which it is a party, do not and will not: (i) conflict with, or violate any provision of, the articles or certificate of incorporation or bylaws of TAP or of any of the TAP Subsidiaries; (ii) conflict with or violate in any material respect any Law applicable to TAP or any of the TAP Subsidiaries, or any of their respective material Assets; or (iii) result in or require the creation or imposition of, or result in the acceleration of, any Indebtedness or any Lien of any nature upon, or with respect to, TAP, the TAP Subsidiaries or any of the Assets now owned or hereafter acquired by TAP or any of the TAP Subsidiaries.

(b)         The execution, delivery and performance by TAP of this Agreement and each of the other Transaction Documents to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by TAP of the Contemplated Transactions to which it is a party, do not and will not: (i) require any Third Party Consent or Governmental Authorization from, or filing with or notification to, any Person not a party to this Agreement, except as set forth in Schedule 4.03 of the TAP Disclosure Schedules; (ii) conflict with, result in any breach of, or constitute a default (with or without notice or lapse of time or both) or give rise to any obligation, right of termination, cancellation or acceleration, increase any liability or result in the loss of any right or benefit, or create in another Person, a put right, purchase obligation or similar right, under any TAP Material Contract; or (iii) result in or give rise to any material penalty, forfeiture or restriction on the business operations of TAP or any of the TAP Subsidiaries.

(c)         All material returns, reports, statements and other documents required to be filed by TAP or any of the TAP Subsidiaries with any Governmental Authority have been filed in a timely manner and are true, compliant, correct and complete in all material respects (and any related fees required to be paid have been paid in full).

(d)         No Governmental Authority or any other Person has notified TAP or any of the TAP Subsidiaries that such Governmental Authority or other Person intends to object to the Contemplated Transactions, which shall include for this purpose any objection to the operation of the Retained Business through TAP as a Subsidiary of TAH or the Split-off Business through Newco as a Subsidiary of Abbott.

Section 4.04           Capitalization of TAP .  (a) The entire authorized capital stock of TAP consists of one-hundred (100) shares of common stock, Class A, no par value, and one-hundred (100) shares of common stock, Class T, no par value (collectively the “ TAP Common Stock ”), of which the TAP Class A Common Stock is the only issued and outstanding stock of TAP other than the 100 shares of TAP Class T Common Stock owned by TAH; (b) all of the TAP Common Stock (i) is duly authorized, validly issued, fully paid and non-assessable and (ii) was not issued in violation of any preemptive rights or rights of first refusal or first offer; (c) other than the 100 shares of TAP Class A Common Stock owned by Abbott and the 100 shares of TAP Class T Common Stock owned by TAH, there are (i) no outstanding shares of TAP Common Stock or other securities of TAP, (ii) no outstanding securities convertible into or exchangeable for TAP Common Stock or other securities of TAP or of any of the TAP Subsidiaries, and (iii) no outstanding options, rights (preemptive or otherwise) or warrants to

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purchase or to subscribe for any shares of such stock or other securities of TAP or of any of the TAP Subsidiaries, or that otherwise confer on the holder any right to acquire any capital stock of TAP or of any of the TAP Subsidiaries, or preemptive rights or rights of first refusal or first offer; and (d) there are (i) no TAP Contracts, understandings, arrangements or restrictions (other than as may be imposed by Law) relating to any shares of TAP Common Stock or any other securities of TAP or of any of the TAP Subsidiaries, whether or not outstanding, (ii) no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to TAP or any of the TAP Subsidiaries, and (iii) no Contracts affecting or relating to the voting, issuance, purchase, redemption, registration, repurchase or transfer of TAP Common Stock or any other securities of TAP or of any of the TAP Subsidiaries, except as required hereunder.

Section 4.05           Ownership of Newco Stock .  TAP is, and at all times prior to the Exchange has been, the record and beneficial owner of, and has (and at all such times has had) good and valid title to, all of the Newco Stock, free and clear of any and all Liens, and there are no (and at all such times have not been any) limitations or restrictions on TAP’s right to transfer such Newco Stock to Abbott pursuant to this Agreement, other than those imposed by applicable federal and state securities Laws.  None of the Newco Stock is subject to (a) any option, warrant, purchase right or other Contract (other than this Agreement) that could require TAP or, after the Closing, Abbott, to sell, transfer or otherwise dispose of the Newco Stock or (b) any voting trust, proxy or other Contract or understanding with respect to the voting, dividend rights, preferences, sale, acquisition or other disposition of any of the Newco Stock.  Assuming Abbott has the requisite power and authority to be the lawful owner of the Newco Stock, upon delivery to Abbott at the Closing of a certificate or certificates representing all of the Newco Stock, duly endorsed by TAP for transfer to Abbott or accompanied by a duly executed and completed stock power, and upon TAP’s receipt of the TAP Class A Common Stock, good and valid title to all such Newco Stock will pass to Abbott, free and clear of any and all Liens.

Section 4.06           Governmental Authorizations .  Each of TAP and the TAP Subsidiaries has all Governmental Authorizations that are material to, or necessary for, the conduct of its business as currently conducted, and all such Governmental Authorizations are in full force and effect, (b) TAP and each of the TAP Subsidiaries has complied with and is in compliance in all material respects with all Governmental Authorizations, (c) no violations are or have been recorded with respect to any of such Governmental Authorizations and no event or development has occurred that could reasonably be expected to allow the revocation or termination of, or result in the impairment of the rights of TAP or any of the TAP Subsidiaries with respect to, any such Governmental Authorization, and (d) no Legal Proceeding is pending or threatened, to revoke, terminate, limit or enforce any such Governmental Authorization.  With respect to each Governmental Authorization which TAP is seeking or planning to seek, there are no events, facts or circumstances which may prevent or materially delay the issuance of such Governmental Authorization.  All Governmental Authorizations pertaining primarily to the Split-off Business (or otherwise necessary to engage in the Split-off Business from and after the Contribution Effective Time) are transferable to Newco.

Section 4.07           Subsidiaries and Affiliated Transactions .

(a)         Schedule 4.07(a)  of the TAP Disclosure Schedules sets forth a list, for each TAP Subsidiary, of the amount of its authorized capital stock, the amount of its outstanding capital stock and the record and beneficial owners of its outstanding capital stock.

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(b)         No director, officer or employee of TAP or any of the TAP Subsidiaries or the Affiliates of such individuals (for purposes of this Section 4.07(b) , the term “Affiliate” shall not include Takeda or Abbott or any of their respective Subsidiaries), (i) owns, directly or indirectly, in whole or in part, any property, asset or right, tangible or intangible, which constitutes any Asset or right owned by TAP or any of the TAP Subsidiaries or the use of which is contemplated for the business of TAP or the TAP Subsidiaries, (ii) has filed any patent application which arises out of or relates to any of the operations of TAP or the TAP Subsidiaries that is not owned by TAP or the TAP Subsidiaries and has not been assigned to TAP or any of the TAP Subsidiaries, or (iii) is currently a party to any transaction or Contract with TAP or any of the TAP Subsidiaries, including any Contract providing for any loans, advances, rental of its Assets from or to, or otherwise requiring payments to any such Person.

Section 4.08           Financial Statements and Condition .  Abbott and TAH have been furnished with the Audited Financial Statements, together with the accompanying report thereon of Deloitte & Touche dated February 1, 2008.  All of the TAP Financial Statements, including the notes thereto: (a) have been prepared or will be prepared, as the case may be, from the books and records of TAP and the TAP Subsidiaries, (b) present fairly or will present fairly, as the case may be, the financial position of TAP and the TAP Subsidiaries as of the respective dates and the results of operations and cash flows for the respective periods indicated, and (c) have been prepared or will be prepared, as the case may be, in accordance with GAAP (subject to normal audit adjustments, none of which are material).

Section 4.09           Absence of Certain Developments .  Except as required or contemplated by this Agreement, since January 1, 2006, the business of TAP and each of the TAP Subsidiaries has been conducted in all material respects only in the ordinary course of business consistent with past practice.

Section 4.10           Absence of Undisclosed Liabilities .  There are no material Liabilities of TAP or any of the TAP Subsidiaries (including Liabilities for Taxes), except for Liabilities which are stated or reserved against in or disclosed in a note to the TAP Financial Statements and Liabilities (excluding Liabilities resulting from or caused by any breach of contract, breach of warranty, tort, infringement or violation of Law) incurred in the ordinary course of business since January 1, 2007.

Section 4.11           Litigation; Legal Proceedings; Disputes .  Schedule 4.11 of the TAP Disclosure Schedules sets forth a true and complete list of the pending and threatened Legal Proceedings against, affecting or involving TAP, the TAP Subsidiaries or any of their respective businesses or Assets and there are no other such pending or threatened Legal Proceedings that are material to TAP, the Split-off Business or the Retained Business.  Neither TAP nor any of the TAP Subsidiaries is (a) operating under or subject to any material Order (other than the judgment entered pursuant to the Plea and Related Agreements) or (b) in material default with respect to any Order.

Section 4.12           Compliance with Laws .  TAP and each of the TAP Subsidiaries has complied with and is in compliance in all material respects with all Applicable Laws, including all Environmental Laws and all Laws pertaining to sales and marketing, employment or labor, safety, health and other matters.

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Section 4.13           No Basis for Exclusion or Debarment . No event or development has occurred, and no fact, circumstance or condition exists, that has ever resulted in or may result in TAP or any of the TAP Subsidiaries becoming a Debarred Entity or Excluded Entity by any Governmental Authority, or result in any threat thereof.  In addition, no employee or agent of TAP or any TAP Subsidiary has ever been or currently is an Excluded Individual or Debarred Individual.

Section 4.14           Relations with Governments .  None of TAP, the TAP Subsidiaries or any of their respective officers, directors, employees or agents has taken any action that would cause any of them to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any Applicable Laws of similar effect.

Section 4.15           Intellectual Property .

(a)         Schedule 4.15(a)(i) of the TAP Disclosure Schedules sets forth a complete and accurate list of all U.S. and foreign Identifiable Intellectual Property owned by TAP or any of the TAP Subsidiaries that is used primarily or held for use primarily in, that is developed primarily for, or that relates primarily to the Split-off Business or the Split-off Products.  Schedule 4.15(a)(ii)  of the TAP Disclosure Schedules sets forth a complete and accurate list of all U.S. and foreign Identifiable Intellectual Property owned by TAP or any of the TAP Subsidiaries that is used primarily or held for use primarily in, that is developed primarily for, or that relates primarily to the Retained Business or the VEP Products.  Schedule 4.15 (a)(iii)  of the TAP Disclosure Schedules sets forth a complete and accurate list of all U.S. and foreign Identifiable Intellectual Property owned by TAP or any of the TAP Subsidiaries that is not used primarily or held for use primarily in, that is not developed primarily for, and that does not relate primarily to the Split-off Products, the Split-off Business, the VEP Products or the Retained Business.  TAP or one of the TAP Subsidiaries has good, valid and marketable title to, or has a valid and enforceable right to use, license or otherwise exploit, all of the material TAP Intellectual Property used in the conduct of the businesses of TAP and the TAP Subsidiaries as presently conducted, free and clear of all Liens, except for Permitted Liens.  Neither TAP nor any of the TAP Subsidiaries has developed jointly with any other Person any material TAP Intellectual Property with respect to which such other Person has any ownership rights material to the business of TAP or any of the TAP Subsidiaries.

(b)         (i) All material TAP Intellectual Property owned, licensed to or otherwise used by TAP and the TAP Subsidiaries is valid, enforceable and subsisting; (ii) none of the material TAP Intellectual Property infringes, misappropriates, violates or conflicts with any Intellectual Property owned or used by any other Person; (iii) none of the material products or services that are or have been designed, created, developed, marketed, performed, manufactured or sold by TAP or any of the TAP Subsidiaries infringes, misappropriates, violates or constitutes any unlawful or unauthorized use of, in any material respect, any Intellectual Property owned or used by any other Person, and none of such products or services has at any time, in any material respect, infringed, misappropriated, violated or constituted any unlawful or unauthorized use of, and neither TAP nor any of the TAP Subsidiaries has received any written notice or other communication of any actual or alleged infringement, misappropriation or unlawful or unauthorized use of, in any material respect, any Intellectual Property owned or used by any other Person; (iv) the operation of the businesses of TAP and the TAP Subsidiaries as currently conducted does not, and after the Closing when such businesses are conducted in the

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same manner by TAP and the TAP Subsidiaries, on the one hand, and by Newco on the other hand, will not infringe, misappropriate, violate or make any unlawful or unauthorized use of, in any material respect, any Intellectual Property of any Person; and (v) no other Person is materially infringing, misappropriating or making any unlawful or unauthorized use of, and no Intellectual Property owned or used by any other Person infringes or violates in any material respect, any TAP Intellectual Property.

(c)         TAP Intellectual Property includes all the Intellectual Property necessary to enable TAP and the TAP Subsidiaries to conduct their businesses in the manner in which they are currently being conducted.  At the Closing, TAP and the TAP Subsidiaries will retain the right to own, license or otherwise use the material TAP Intellectual Property (other than the Split-off Intellectual Property) and Newco will obtain the right to own, license or otherwise use the material Split-off Intellectual Property, each free and clear of all Liens and, except as provided for herein, on the same terms and conditions as in effect immediately prior to the Closing.  Except as set forth on Schedules 4.15(c)(i) and 4.15(c)(ii) of the TAP Disclosure Schedules with respect to the following clauses (i) and (ii), neither TAP nor any of the TAP Subsidiaries has (i) licensed any of the TAP Intellectual Property to any Person on an exclusive basis or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any TAP Intellectual Property or to transact business in any market or geographical area or with any Person.

(d)         TAP and each of the TAP Subsidiaries has taken reasonable steps that are required to protect its rights in its own material confidential information and trade secrets and in any material confidential information or trade secrets provided to TAP or the TAP Subsidiaries by any other Person.  Without limiting the foregoing, TAP and each of the TAP Subsidiaries has, and enforces, a policy requiring each employee, consultant and contractor granted access to such material confidential information and trade secrets to execute a proprietary information and confidentiality agreement, and all current and former employees, consultants and contractors of TAP or the TAP Subsidiaries granted such access have executed such an agreement.

(e)         The VEP Licenses contributed to VEP LLC by TAP pursuant to Section 7.03(b)  will constitute all Contracts pertaining to Intellectual Property licenses and non-assertions related to the VEP Products to which TAP is a party or is otherwise bound or obtains rights.

Section 4.16           Health Care Compliance and Pricing .  Except for conduct referenced by the Plea and Related Agreements, TAP and each of the TAP Subsidiaries (including, by way of example only, any of their respective officers, directors, employees or agents in connection with or in furtherance of the business of TAP or any of the TAP Subsidiaries) has complied with and is in compliance in all material respects with the federal Medicare and federal and state Medicaid statutes, Sections 1128, 1128A, 1128B, 1128C or 1877 of the Social Security Act of 1935, as amended (42 U.S.C. §§ 1320a-7, 1320a-7a, 1320a-7b, 1320a-7c and 1395nn), the federal TRICARE statute (10 U.S.C. § 1071 et seq.), the civil False Claims Act of 1863, as amended (31 U.S.C. § 3729 et seq.), the criminal false claims statutes (e.g., 18 U.S.C. §§ 287 and 1001), the Program Fraud Civil Remedies Act of 1986, as amended (31 U.S.C. § 3801 et seq.), the anti-fraud and related provisions of the Health Insurance

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Portability and Accountability Act of 1996 (e.g., 18 U.S.C. §§ 669, 1035 and 1347), and related regulations.  Except for conduct referenced by the Plea and Related Agreements, TAP and the TAP Subsidiaries (including, by way of example only, any of their respective officers, directors, employees or agents in connection with or in furtherance of the business of TAP or any of the TAP Subsidiaries) have not been notified in writing and are not otherwise aware of any material failure (or any material investigation with respect thereto) by them or anyone acting on their behalf to have at all times complied with their obligations to report accurate pricing information for TAP’s or the TAP Subsidiaries’ products to any governmental entity and to pricing services relied upon by a governmental entity or other payors for such products, including their obligations to report accurate Best Prices and Average Manufacturers’ Prices under the Medicaid Rebate Statute and accurate Average Sales Prices under the Medicare Modernization Act of 2003 and their obligations to charge accurate Section 340B prices, Federal Ceiling Prices and Federal Supply Schedule Prices to purchasers entitled to those prices.

Section 4.17           FDA Regulatory Compliance .

(a)         TAP and the TAP Subsidiaries have all material registrations and approvals for the VEP Products and the Split-off Products from the FDA or other Governmental Authorities required to conduct business as currently conducted.  Each such Split-off Product and VEP Product registration and approval is valid and subsisting in full force and effect, and, subject to Applicable Law, may be assigned and transferred to Takeda or Newco in accordance with the provisions of this Agreement.  The FDA has not informed TAP or the TAP Subsidiaries or any third parties in writing that it intends to limit, suspend, or revoke any such Split-off Product or VEP Product registration or approval or change the marketing classification or labeling of any Split-off Product or VEP Product.

(b)         The Split-off Products and the VEP Products that are subject to the jurisdiction of the FDA have been and are being developed, tested, manufactured, distributed and marketed by TAP and the TAP Subsidiaries in substantial compliance with all applicable FDA laws.

(c)         TAP and the TAP Subsidiaries, with respect to the Split-off Products and the VEP Products, are not subject to, and there exist no facts or circumstances reasonable likely to cause, any material obligation arising under an administrative or regulatory action status, FDA Warning Letter, FDA notice of violation letter or other notice from the FDA or any comparable Governmental Authority.

Section 4.18           Environmental Matters .  Except for those matters that would not have a TAP Material Adverse Effect or a Split-off Business Material Adverse Effect:

(a)        TAP and the TAP Subsidiaries have not received and have no basis to expect to receive any notice, order, directive, request or other communication from any Governmental Authority or other third party alleging any violation or non-compliance with any Environmental Law or alleging responsibility or liability for any release of Hazardous Substances or other environmental condition at any property.

(b)         There have been no releases of any Hazardous Substances in, on, under or from any Asset owned, used or held for use by TAP or the TAP Subsidiaries and there have been no releases of any Hazardous Substances in, on, under, or from any other Asset which

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is not owned, used or held for use by TAP or the TAP Subsidiaries, including adjacent or adjoining real property, that have migrated to or that have the potential to migrate to an Asset owned, used or held for use by TAP or the TAP Subsidiaries, where any such releases would form the basis for any Liabilities under Environmental Laws or would require any expenditure for investigation, monitoring or remediation to meet applicable standards thereunder.

(c)         The Assets owned, used or held for use by TAP or the TAP Subsidiaries do not include any underground storage tanks and such Assets do not contain any asbestos, asbestos-containing materials, polychlorinated biphenlys, urea-formaldehyde, lead-based paint, or other Hazardous Substances that require removal, abatement or other remedial actions.

(d)         There are no facts, circumstances or conditions that would reasonably be expected to form the basis for any Legal Proceeding or Liabilities arising under or relating to Environmental Laws.

(e)         TAP and the TAP Subsidiaries are not subject to any indemnity obligation or other contract with any Governmental Authority or other third party relating to Liabilities under Environmental Laws.

Section 4.19           Compliance with Plea and Related Agreements .  None of TAP, any of the TAP Subsidiaries or any of their respective officers, directors, employees or agents (or stockholders, distributors, representatives or other Persons acting on the express, implied or apparent authority of TAP or any of the TAP Subsidiaries) have breached, violated or otherwise acted inconsistently with the Plea and Related Agreements.

Section 4.20           Contracts .

(a)         Each TAP Material Contract is in full force and effect, constitutes a valid and binding obligation of TAP or the TAP Subsidiaries and each other party thereto, and is enforceable in accordance with its terms.  Neither TAP nor any of the TAP Subsidiaries has violated or breached, or committed any default under, any TAP Material Contract, and neither TAP nor any Subsidiary of TAP has received any written notice that it is in material default under any TAP Material Contact.   No other Person has violated or breached, or committed any default under, any TAP Material Contract.  No event or development has occurred, and no fact, circumstance or condition exists that (with or without notice or lapse of time or both) could reasonably be expected to (i) result in a material violation or breach of any provision of any TAP Material Contract by TAP or any of the TAP Subsidiaries; (ii) give any Person the right to declare a default or exercise any remedy under any TAP Material Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any TAP Material Contract; (iv) give any Person the right to accelerate the maturity or performance of any TAP Material Contract; or (v) give any Person the right to cancel, terminate or modify any TAP Material Contract.

(b)         Schedule 4.20(b) of the TAP Disclosure Schedules provides a list of all TAP Material Contracts (including all amendments thereto) and designates whether such Contract will be transferred to Newco as part of the Contribution and Assumption pursuant to

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Article 2 .  A copy of each TAP Material Contract (including all amendments thereto) has been provided or made available to TAH and Abbott.

Section 4.21           Labor and Employment Matters .  There are no collective bargaining agreements or other labor union Contracts to which TAP or any of the TAP Subsidiaries is a party.  There are, and for the past two (2) years have been, no strikes, work stoppages, lockouts, slowdowns, union organization efforts, union representation or certification proceedings or Legal Proceedings pending or threatened, or reasonably anticipated between TAP or any of the TAP Subsidiaries and (a) any current or former employees of TAP or any of the TAP Subsidiaries or (b) any union or other collective bargaining unit representing such employees.  There is no unfair labor practice charge or complaint, or other proceeding, against TAP or any of the TAP Subsidiaries, pending or threatened before the National Labor Relations Board or any similar Governmental Authority.  TAP and each of the TAP Subsidiaries has complied and is in compliance in all material respects with all Laws relating to employment, labor, or the workplace, including Laws relating to wages, hours, collective bargaining, safety and health, work authorization, equal employment opportunity, affirmative action, employment discrimination, immigration, withholding, unemployment compensation, worker’s compensation, employee privacy and right to know.  Neither TAP nor any of the TAP Subsidiaries has incurred any liability under, or failed to comply in all respects with, WARN and the regulations promulgated thereunder or reasonably expects to incur any such liability as a result of actions taken or not taken prior to the consummation of the transactions contemplated hereunder.  None of the employees of TAP or any of the TAP Subsidiaries, other than the Lupron Employees and employees with a base salary below $150,000, intends to terminate his or her employment with TAP or any of the TAP Subsidiaries. None of the Lupron Employees intends (i) to terminate his or her employment with TAP or any of the TAP Subsidiaries prior to Closing or (ii) not to commence employment with Newco or one of its Affiliates immediately following the Closing or (iii) having commenced employment with Newco or one of its Affiliates immediately following the Closing, to terminate such employment.

Section 4.22           Employee Benefit Matters .

(a)         Schedule 4.22(a)  of the TAP Disclosure Schedules lists each Benefit Plan as of the date hereof.

(b)         With respect to each Benefit Plan and to the extent applicable:

(i)     each Benefit Plan has been maintained and operated in compliance in all material respects with its written terms and with the applicable provisions of ERISA, the Code, all regulations, rulings and other authority issued thereunder, and all other Applicable Laws including all Tax rules for which favorable Tax treatment is intended;

(ii)    each such Benefit Plan intended to qualify under Section 401(a) of the Code is the subject of a favorable unrevoked determination letter issued by the IRS as to its qualified status under the Code upon which TAP may still rely, and no circumstances have occurred that would reasonably be expected to adversely affect the Tax qualified status of any such Benefit Plan

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other than legally required amendments, the time for the making of which has not yet expired;

(iii)   except as would not have a TAP Material Adverse Effect or a Split-off Business Material Adverse Effect, no Benefit Plan that is an Employee Welfare Benefit Plan provides for continuing benefits or coverage for any current or former employee of TAP or beneficiary of a current or former employee of TAP after such employee’s termination of employment, except to the extent required by Law; and there has been no violation of Section 4980B of the Code or Sections 601 et seq. of ERISA with respect to any such Benefit Plan that could result in any material liability; and

(iv)   TAP has never contributed to or been required to contribute to any multiemployer plan as defined in Section 3(37)(A) of ERISA (a “ Multiemployer Plan ”).

(c)         With respect to each Benefit Plan, true, correct, and complete copies of (A) all current Benefit Plan documents, summary plan descriptions, and any amendment or summary of material modifications thereto, (B) the most recent determination letters received from the IRS and (C) related trust agreements and other funding agreements that implement such Benefit Plans, have been made available to TAH and Abbott.

(d)        Except as would not have a TAP Material Adverse Effect or a Split-off Business Material Adverse Effect, no liability under Title IV or Section 302 of ERISA or Section 412 of the Code has been incurred by TAP that has not been satisfied in full, nor do any circumstances exist that would reasonably be expected to result in any liabilities under (i) Title IV of ERISA, (ii) Section 302 of ERISA or (iii) Section 412 or 4971 of the Code, in each case, that would reasonably be expected to be a liability of TAP following the Closing Date.

(e)         With respect to each Benefit Plan, there have been no Prohibited Transactions with respect to such Benefit Plans where any party dealing with the Benefit Plan or any such trust could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of such Benefit Plans, no Benefit Plan holds as assets any security of Abbott or TAP and no action, suit, proceeding, hearing or investigation with respect to the administration or the investment of the assets of such Benefit Plans (other than routine claims for benefits) is pending or threatened.

(f)         The consummation of the transactions contemplated by this Agreement, either alone or in combination with other events, will not, except as expressly provided in this Agreement, (i) entitle any employee of TAP to separation, termination or severance pay, unemployment compensation or any other similar-type benefit payment, (ii) result in the payment to any present or former employee, officer, director or consultant of TAP of any money or other property, (iii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, or (iv) cause any amounts payable under the

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Benefit Plans to fail to be deductible for United States federal income tax purposes by virtue of Section 280G of the Code.

(g)         TAP has not made any payments, is not obligated to make any payments and is not a party to any agreement or Benefit Plan that under any circumstances could obligate it to make any payments that will not be fully deductible under Section 280G of the Code.

(h)         Each Benefit Plan (excluding any Benefit Plan of Abbott in which employees of TAP participate) is by its terms able to be amended or terminated by TAP.

(i)          No Benefit Plan is a “nonqualified deferred compensation plan” within the meaning of Code Section 409A(d)(1) that fails to meet the requirements of any of Code Section 409A(a)(2), (3) and (4), including the Treasury Regulations and any related IRS pronouncements thereunder (or at any time since December 31, 2004 has not been operated in accordance with such requirements) or provides for the set-aside of assets for purposes of paying compensation in any manner described in Code Section 409A(b)(1) or (b)(2), including the Treasury Regulations and any related IRS pronouncements thereunder.

Section 4.23           Inventory .

(a)         All inventory of TAP and the TAP Subsidiaries (whether or not allocated to contracts in process), including all raw materials, work in process and finished products, packaging, items purchased for distribution or resale and items which have been ordered or purchased by TAP or any of the TAP Subsidiaries and inventory shown on the TAP 2007 Audited Balance Sheet or acquired thereafter (all of the foregoing, collectively, the “ Inventory ”) (i) was acquired or manufactured in the ordinary course of business consistent with past practice; (ii) is of good and merchantable quality; (iii) is not mislabeled or mispackaged, and is saleable or usable for the purposes for which intended; (iv) is not defective, damaged or obsolete, and meets all quality control standards; (v) in the aggregate is valued on the books of account, the Audited Financial Statements and the TAP 2007 Audited Balance Sheet at the lower of cost (on a FIFO basis) or market in which the standard cost less reserves is no greater than market value (sales price less direct selling and direct distribution costs), in accordance with GAAP; and (vi) is free and clear of all Liens.  The TAP 2007 Audited Balance Sheet contains all Inventory reserves that are appropriate in accordance with GAAP.

(b)         The inventory levels of TAP products at its three largest wholesalers, when measured at the end of each calendar quarter on an aggregate basis, have not been materially different from January 1, 2006 to the date hereof.

Section 4.24           Products Liability .  In connection with the conduct of the businesses of TAP and each of the TAP Subsidiaries: (a) there are no developments, events, conditions, circumstances, activities, practices, incidents, actions, omissions or plans that could reasonably be expected to give rise to any material Liability or obligation or otherwise form the basis of any material claim based on or related to any product that is or was designed, formulated, manufactured, processed, serviced, marketed, distributed or sold by TAP or any of the TAP Subsidiaries or any service provided or allegedly provided by or on behalf of TAP or any of the TAP Subsidiaries; and (b) all products, including the packaging and advertising related thereto,

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designed, formulated, manufactured, processed, marketed, sold or placed in the stream of commerce by or for TAP or any of the TAP Subsidiaries or any services provided by or for TAP or any of the TAP Subsidiaries complied with all applicable Governmental Authorizations, Laws or applicable industry and customer standards, and there have not been, and there are no, material defects or deficiencies in such services or products.  Neither TAP nor any of the TAP Subsidiaries has made or provided any warranty (whether written or oral) with respect to the quality or absence of defects in any of the products it has sold and which is currently in effect other than warranties that are comparable to those customarily given by companies similar to TAP in the pharmaceutical business or given by it in the ordinary course of business consistent with past practice.

Section 4.25           Title and Condition of Assets .  TAP and the TAP Subsidiaries have good and marketable title to, or a valid leasehold interest in, all of the Assets owned, used or held for use by TAP and the TAP Subsidiaries and necessary or material to the operation of their business as currently conducted, including all Assets stated on the TAP 2007 Audited Balance Sheet, free and clear of all Liens, except Permitted Liens.  The Assets used in the conduct of the businesses of TAP and the TAP Subsidiaries have been well maintained, are in good operating condition and repair (normal wear and tear excepted), and are adequate and suitable for the particular purpose for which they are being used or held for use.  With respect to the Headquarters Facility and the Leased Facility, as applicable, (a) there are no pending or threatened condemnation proceedings thereto; (b) there are no leases, subleases, licenses or agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Headquarters Facility (excluding the Headquarters Lease to be entered into at Closing) or the Leased Facility (other than the leases to TAP or its Subsidiaries being assigned to Abbott at Closing); (c) no portion thereof has suffered any material damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its original condition (ordinary wear and tear excepted), except as would not, individually or in the aggregate, reasonably be expected to interfere with the use thereof, or with respect to any Leased Facility, which has not heretofore been completely repaired and restored in accordance with the terms of the applicable lease; and (d) there are no outstanding options or rights of first refusal to purchase the Headquarters Facility, or any portion thereof or interest therein.

Section 4.26           Accounts Receivable .  Each of the accounts, notes and other receivables and amounts owing from customers of TAP or any of the TAP Subsidiaries to TAP or any of the TAP Subsidiaries (the “ Receivables ”) represents arm’s length sales in the ordinary course of business consistent with past practice, is and will be fully collectible, constitutes a valid claim of TAP or the TAP Subsidiaries, as applicable, free and clear of all Liens, and is not and will not be subject to any valid claims or set off or other defense or counterclaims, except to the extent of the reserves referred to in the following sentence.  The TAP 2007 Audited Balance Sheet contains reserves for uncollected Receivables and for returns, each in accordance with GAAP.  Since December 31, 2006, (a) there have not been any write-offs as uncollectible of any Receivables, except for write-offs in the ordinary course of business consistent with past practice, and (b) there has not been a material change in the aggregate amount of such Receivables and amounts owing to TAP or any of the TAP Subsidiaries, or the aging thereof.

Section 4.27          Insurance .  TAP and the TAP Subsidiaries maintain insurance coverage with insurers, or are self insured, in such amounts and covering such risks as they in

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good faith judgment believe to be reasonable for their business, taking into account the cost and availability of such insurance.

Section 4.28           Books and Records .  The books of account, stock records, minute books and other corporate and financial records of TAP and each of the TAP Subsidiaries are complete and correct and have been maintained in accordance with reasonable business practices for companies similar to such company.

Section 4.29           Broker’s Fees .  Neither TAP nor any of the TAP Subsidiaries has any liability or obligation to pay any fees or commissions to any broker, finder, or similar agent in connection with the transactions contemplated by this Agreement or any other Transaction Document.

Section 4.30           Privacy Laws .  TAP and each of its employees have complied in all material respects with and are in compliance in all material respects with all of TAP’s obligations under the Health Insurance Portability and Accountability Act of 1996 and all regulations adopted by the U.S. Department of Health & Human Services thereunder, including the privacy standards and the security standards (collectively, “ HIPAA ”), as applicable to Protected Health Information (as defined in HIPAA).

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF ABBOTT

Abbott hereby represents and warrants to TAH as follows, in each case as of the date of this Agreement and as of the Closing Date, except in the case of Section 5.06 , which representation and warranty is made only as of the Closing Date:

Section 5.01           Organization .  Abbott is a corporation duly organized, validly existing and in good standing under the Laws of the State of Illinois.

Section 5.02           Authority; Binding Obligation .  Abbott has the full and unrestricted corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, and to perform its obligations hereunder and thereunder, and to consummate the Contemplated Transactions to which it is a party.  The execution and delivery by Abbott of this Agreement and each other Transaction Document to which it is a party, the performance of its obligations hereunder and thereunder, and the consummation by Abbott of the Contemplated Transactions to which it is a party, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Abbott are necessary to authorize this Agreement and each other Transaction Document to which it is a party, and to perform its obligations hereunder and thereunder, or to consummate the Contemplated Transactions to which it is a party.  This Agreement has been duly executed by Abbott and constitutes, and each other Transaction Document to be executed by Abbott, when executed and delivered in accordance with the provisions hereof, will constitute, a legal, valid and binding obligation of Abbott, enforceable in accordance with its terms, except as such enforceability may be subject to the effect of any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to

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the exercise of judicial discretion in accordance with general equitable principles (whether considered in a Legal Proceeding in equity or at law).

Section 5.03           Non-Contravention; Required Filings and Consents .

(a)         The execution, delivery and performance by Abbott of this Agreement and each of the other Transaction Documents to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Abbott of the Contemplated Transactions to which it is a party, do not and will not: (i) conflict with, or violate any provision of, the articles of incorporation or the bylaws of Abbott or (ii) except as would not materially adversely affect the ability of Abbott to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (A) conflict with or violate any Law applicable to Abbott, any of its Subsidiaries or any of its Assets or (B) result in or require the creation or imposition of, or result in the acceleration of, any Indebtedness or any Lien of any nature upon, or with respect to, Abbott or any of its Subsidiaries.

(b)         The execution, delivery and performance by Abbott of this Agreement and each other Transaction Document to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Abbott of the Contemplated Transactions to which it is a party, do not and will not: (i) require any Third Party Consent or Governmental Authorization from, or filing with or notification to, any Person not a party to this Agreement, except as provided under 21 C.F.R. § 314.72(a)(2) and (b), to submit appropriate notification to FDA of the transfer of ownership of all NDAs or INDs from TAP to Abbott or Newco and except for those the absence of which would not materially adversely affect the ability of Abbott to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party or (ii) except as would not materially adversely affect the ability of Abbott to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (A) conflict with, result in any breach of, constitute a default (with or without notice or lapse of time or both) under any Contract to which Abbott is a party or by which Abbott or any of its Assets may be bound or (B) result in or give rise to any penalty, forfeiture, or restriction on business operations of Abbott.

(c)         No Governmental Authority or any other Person has notified Abbott that such Governmental Authority or other Person intends to object to the Contemplated Transactions, which shall include for this purpose any objection to the operation of the Retained Business through TAP as a Subsidiary of TAH or the Split-off Business through Newco as a Subsidiary of Abbott, except as would not materially adversely affect the ability of Abbott to perform its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party.

Section 5.04           Ownership of TAP Stock .  Abbott is the record and beneficial owner of 100 shares of TAP Class A Common Stock, constituting all of the Class A Common Stock, free and clear of any and all Liens, except as provided in the Transaction Documents or TAP’s certificate of incorporation, and there are no limitations or restrictions on Abbott’s right to transfer such TAP Class A Common Stock to TAP pursuant to this Agreement, other than those imposed by applicable federal and state securities Laws.  Except for the Transaction Documents

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and TAP’s certificate of incorporation, such TAP Class A Common Stock is not subject to (i) any option, warrant, purchase right or other Contract (other than this Agreement) that could require Abbott or, after the Closing, TAP, to sell, transfer or otherwise dispose of such TAP Class A Common Stock or (ii) any voting trust, proxy or other Contract or understanding with respect to the voting, dividend rights, preferences, sale, acquisition or other disposition of any of such TAP Class A Common Stock.  Assuming TAP has the requisite power and authority to be the lawful owner of such TAP Class A Common Stock, upon delivery to TAP at the Closing of the certificate or certificates representing all of such TAP Class A Common Stock, duly endorsed by Abbott for transfer to TAP or accompanied by a duly completed and executed stock power, and upon Abbott’s receipt of the Newco Stock, good and valid title to such TAP Class A Common Stock will pass to TAP, free and clear of any and all Liens.

Section 5.05           Abbott Defined Benefit Plan Contributions .  With respect to contributions to the Abbott Defined Benefit Plan, for either of the (i) two plan years immediately preceding the Closing Date or (ii) two out of the three plan years immediately preceding the Closing Date, (x) the aggregate amount of all contributions made by Abbott and its Affiliates to the Abbott Defined Benefit Plan constituted greater than ninety percent (90%) of the total amount of contributions made to the Abbott Defined Benefit Plan during each plan year and (y) the aggregate amount of all contributions made by TAP and the TAP Subsidiaries to the Abbott Defined Benefit Plan constituted less than ten percent (10%) of the total amount of contributions made to the Abbott Defined Benefit Plan during each plan year.

Section 5.06           Related Intellectual Property .  To the Knowledge of Abbott, Schedule 5.06 sets forth a complete and accurate list of all material Identifiable Intellectual Property owned by and material Intellectual Property licensed to Abbott or any of its Subsidiaries that is used or held for use in the conduct of the business or operations of TAP or any TAP Subsidiary.

Section 5.07           Affiliated Transactions .  To the Knowledge of Abbott, no director, officer or employee of Abbott or the Affiliates of such individuals (a) owns, directly or indirectly, in whole or in part, any property, Asset or right, tangible or intangible, which constitutes any Asset or right owned by TAP or any of the TAP Subsidiaries or the use of which is contemplated for the business of TAP or the TAP Subsidiaries, (b) has filed any patent application which arises out of or relates to any of the operations of TAP or the TAP Subsidiaries that is not owned by TAP or the TAP Subsidiaries and has not been assigned to TAP by the inventors or (c) is currently a party to any transaction or Contract with TAP or any of the TAP Subsidiaries, including any Contract providing for any loans, advances, the employment of, furnishing of services by, rental of its Assets from or to, or otherwise requiring payments to, any such Person.

Section 5.08           Certain Payments .  Neither Abbott nor any of its respective officers, directors, employees or agents has taken any action that would cause it to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any Applicable Laws of similar effect, in each case with respect to TAP or a TAP Subsidiary.

Section 5.09           Broker’s Fees .  Neither Abbott nor any of its Subsidiaries has any Contract, arrangement or understanding with any other Person that could result in TAP, a TAP Subsidiary, or Takeda or any Subsidiary of Takeda becoming liable or obligated to pay any fees or commissions to any broker, finder, or similar agent in connection with the Contemplated Transactions.

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ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF TAH AND TAKEDA

Section 6.01           Representations and Warranties of TAH .  TAH hereby represents and warrants to Abbott as follows, in each case as of the date of this Agreement and as of the Closing Date:

(a)         Organization .  TAH is a corporation duly organized, validly existing and in good standing under the Laws of the State of New York.

(b)         Authority; Binding Obligation .  TAH has the full and unrestricted corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, and to perform its obligations hereunder and thereunder, and to consummate the Contemplated Transactions to which it is a party.  The execution and delivery by TAH of this Agreement and each other Transaction Document to which it is a party, the performance of its obligations hereunder and thereunder, and the consummation by TAH of the Contemplated Transactions to which it is a party, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of TAH are necessary to authorize this Agreement and each other Transaction Document to which it is a party, and to perform its obligations hereunder and thereunder, or to consummate the Contemplated Transactions to which it is a party.  This Agreement has been duly executed by TAH and constitutes, and each other Transaction Document to be executed by TAH, when executed and delivered in accordance with the provisions hereof, will constitute, a legal, valid and binding obligation of TAH, enforceable in accordance with its terms, except as such enforceability may be subject to the effect of any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the exercise of judicial discretion in accordance with general equitable principles (whether considered in a Legal Proceeding in equity or at law).

(c)         Non-Contravention; Required Filings and Consents .

(i)     The execution, delivery and performance by TAH of this Agreement and each of the other Transaction Documents to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by TAH of the Contemplated Transactions to which it is a party, do not and will not: (A) conflict with, or violate any provision of, the certificate of incorporation or the bylaws of TAH or (B) except as would not materially adversely affect the ability of TAH to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (1) conflict with or violate any Law applicable to TAH, any of its Subsidiaries or any of its Assets or (2) result in or require the creation or imposition of, or result in the acceleration of, any Indebtedness or any Lien of any nature upon, or with respect to, TAH or any of its Subsidiaries.

(ii)    The execution, delivery and performance by TAH of this Agreement and each other Transaction Document to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and

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thereof, and the consummation by TAH of the Contemplated Transactions to which it is a party, do not and will not: (A) require any Third Party Consent or Governmental Authorization from, or filing with or notification to, any Person not a party to this Agreement, except where the failure to obtain any Third Party Consent or Governmental Authorization or to make any filing or notification otherwise required to be disclosed hereunder would not materially adversely affect the ability of TAH to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, or (B) except as would not materially adversely affect the ability of TAH to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (1) conflict with, result in any breach of, constitute a default (with or without notice or lapse of time or both) under any Contract to which TAH is a party or by which TAH or any of its Assets may be bound or (2) result in or give rise to any penalty, forfeiture, or restriction on business operations of TAH.

(iii)   No Governmental Authority or any other Person has notified TAH that such Governmental Authority or other Person intends to object to the Contemplated Transactions, which shall include for this purpose any objection to the operation of the Retained Business through TAP as a Subsidiary of TAH or the Split-off Business through Newco as a Subsidiary of Abbott, except as would not materially adversely affect the ability of TAH to perform its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party.

(d)         Affiliated Transactions .  To the Knowledge of TAH, no director, officer or employee of TAH or the Affiliates of such individuals (i) owns, directly or indirectly, in whole or in part, any property, Asset or right, tangible or intangible, which constitutes any Asset or right owned by TAP or any of the TAP Subsidiaries or the use of which is contemplated for the business of TAP or the TAP Subsidiaries, (ii) has filed any patent application which arises out of or relates to any of the operations of TAP or the TAP Subsidiaries that is not owned by TAP or the TAP Subsidiaries and has not been assigned to TAP by the inventors or (iii) is currently a party to any transaction or Contract with TAP or any of the TAP Subsidiaries, including any Contract providing for any loans, advances, the employment of, furnishing of services by, rental of its Assets from or to, or otherwise requiring payments to, any such Person.

(e)         Certain Payments .  None of TAH, any Subsidiaries of TAH or any of their respective officers, directors, employees or agents has taken any action that would cause any of them to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any Applicable Laws of similar effect, in each case with respect to TAP or a TAP Subsidiary.

(f)         Broker’s Fees .  Neither TAH nor any of its Subsidiaries has any Contract, agreement, arrangement or understanding with any other Person that could result in TAP, a TAP Subsidiary, Abbott or any of its Subsidiaries becoming liable or obligated to pay any fees or commissions to any broker, finder, or similar agent in connection with the Contemplated Transactions.

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Section 6.02           Representations and Warranties of Takeda .  Takeda hereby represents and warrants to Abbott as follows, in each case as of the date of this Agreement and as of the Closing Date, except in the case of Section 6.02(h) , which representation and warranty is made only as of the Closing Date:

(a)         Organization .  Takeda is a corporation duly organized, validly existing and in good standing under the Laws of Japan.

(b)         Authority; Binding Obligation .  Takeda has the full and unrestricted corporate power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party, and to perform its obligations hereunder and thereunder, and to consummate the Contemplated Transactions to which it is a party.  The execution and delivery by Takeda of this Agreement and each other Transaction Document to which it is a party, the performance of its obligations hereunder and thereunder, and the consummation by Takeda of the Contemplated Transactions to which it is a party, have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Takeda are necessary to authorize this Agreement and each other Transaction Document to which it is a party, and to perform its obligations hereunder and thereunder, or to consummate the Contemplated Transactions to which it is a party.  This Agreement has been duly executed by Takeda and constitutes, and each other Transaction Document to be executed by Takeda, when executed and delivered in accordance with the provisions hereof, will constitute, a legal, valid and binding obligation of Takeda, enforceable in accordance with its terms, except as such enforceability may be subject to the effect of any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the exercise of judicial discretion in accordance with general equitable principles (whether considered in a Legal Proceeding in equity or at law).

(c)         Non-Contravention; Required Filings and Consents .

(i)     The execution, delivery and performance by Takeda of this Agreement and each of the other Transaction Documents to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Takeda of the Contemplated Transactions to which it is a party, do not and will not: (A) conflict with, or violate any provision of, the organizational documents of Takeda or (B) except as would not materially adversely affect the ability of Takeda to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (1) conflict with or violate any Law applicable to Takeda, any of its Subsidiaries or any of its Assets or (2) result in or require the creation or imposition of, or result in the acceleration of, any Indebtedness or any Lien of any nature upon, or with respect to, Takeda or any of its Subsidiaries.

(ii)    The execution, delivery and performance by Takeda of this Agreement and each other Transaction Document to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Takeda of the Contemplated Transactions to which it is a party, do not and will not: (A) require any Third Party Consent or Governmental Authorization from, or filing with or notification to, any Person not

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a party to this Agreement, except for those the absence of which would not materially adversely affect the ability of Takeda to perform its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, or (B) except as would not materially adversely affect the ability of Takeda to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (1) conflict with, result in any breach of, constitute a default (with or without notice or lapse of time or both) under any Contract to which Takeda is a party or by which Takeda or any of its Assets may be bound or (2) result in or give rise to any penalty, forfeiture, or restriction on business operations of Takeda.

(iii)   No Governmental Authority or any other Person has notified Takeda that such Governmental Authority or other Person intends to object to the Contemplated Transactions, which shall include for this purpose any objection to the operation of the Retained Business through TAP as a Subsidiary of TAH or the Split-off Business through Newco as a Subsidiary of Abbott, except as would not materially adversely affect the ability of Takeda to perform its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party.

(d)         Affiliated Transactions .  To the Knowledge of Takeda, no director, officer or employee of Takeda or the Affiliates of such individuals (i) owns, directly or indirectly, in whole or in part, any property, Asset or right, tangible or intangible, which constitutes any Asset or right owned by TAP or any of the TAP Subsidiaries or the use of which is contemplated for the business of TAP or the TAP Subsidiaries, (ii) has filed any patent application which arises out of or relates to any of the operations of TAP or the TAP Subsidiaries that is not owned by TAP or the TAP Subsidiaries and has not been assigned to TAP by the inventors or (iii) is currently a party to any transaction or Contract with TAP or any of the TAP Subsidiaries, including any Contract providing for any loans, advances, the employment of, furnishing of services by, rental of its Assets from or to, or otherwise requiring payments to, any such Person.

(e)         Certain Payments .  None of Takeda, any Subsidiaries of Takeda or any of their respective officers, directors, employees or agents has taken any action that would cause any of them to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any Applicable Laws of similar effect, in each case with respect to TAP or a TAP Subsidiary.

(f)         Broker’s Fees .  Neither Takeda nor any of its Subsidiaries has any Contract, agreement, arrangement or understanding with any other Person that could result in TAP, a TAP Subsidiary, Abbott or any of its Subsidiaries becoming liable or obligated to pay any fees or commissions to any broker, finder, or similar agent in connection with the Contemplated Transactions.

(g)         Ownership of TAH Stock .  Takeda is the direct owner of all of the outstanding capital stock of TAH.

(h)         Related Intellectual Property .  To the Knowledge of Takeda, Schedule 6.02(h)  sets forth a complete and accurate list of all necessary or material Identifiable

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Intellectual Property owned by or licensed to Takeda or any of its Subsidiaries that is used or held for use in the conduct of the business or operations of TAP or any TAP Subsidiary, excluding any Intellectual Property licensed to TAP under (i) that certain TAK-390 License Agreement by and between Takeda and TAP dated February 17, 2004, (ii) that certain Leuprolide Sustained Release Formulation License Agreement dated March 6, 1989, as amended, by and between Takeda and TAP and (iii) that certain Lansoprazole License Agreement dated June 7, 1995, as amended, by and between Takeda and TAP.

ARTICLE 7

COVENANTS REGARDING TAP

Section 7.01           Conduct Until the Closing .  From the date of this Agreement until the Closing, unless otherwise expressly required by this Agreement or as mutually agreed in writing by Abbott and TAH, TAH and Abbott shall each instruct TAP to (and, if applicable, vote to cause TAP to) and TAP shall (a) carry on its business only in the ordinary course of business consistent with past practice and in material compliance with all Applicable Laws and the requirements of all TAP Contracts, including the Plea and Related Agreements, and (b) use commercially reasonable efforts to (i) preserve intact its business organization and Assets, (ii) maintain its rights and franchises, (iii) retain the services of its officers and employees, (iv) maintain its relationships with customers, suppliers, distributors, landlords, licensors, licensees and other Persons having business dealings with it and (v) keep in full force and effect liability insurance and bonds comparable in amount and scope of coverage to that currently maintained.  Without limiting the generality of the foregoing, (A) from the date of this Agreement until the Closing, unless otherwise expressly required by this Agreement or as mutually agreed in writing by Abbott and TAH, (x) TAP shall not, and shall cause Newco, VEP LLC and each of the other TAP Subsidiaries not to, take or commit to take any of the following actions: (i) sell or otherwise dispose of any Assets, other than in the ordinary course of business consistent with past practice, (ii) enter into, terminate, amend or modify any TAP Material Contract or (iii) enter into or engage in a line of business not conducted by TAP on the date of this Agreement, (y) TAP shall not, and shall cause each TAP Subsidiary not to, (i) terminate, hire or otherwise engage any individual at grade level 19 or higher to be engaged in the Split-off Business without the prior written consent of Abbott, (ii) terminate, hire or otherwise engage any individual at grade level 19 or higher to be engaged in the Retained Business without the prior written consent of TAH or (iii) change the primary association of any employee as between the Split-off Business and the Retained Business and (z) TAP shall cause Newco not to take any actions other than actions necessary or appropriate in furtherance of the Contemplated Transactions and (B) unless agreed in writing by Abbott, no consent or waiver executed or given prior to the Closing by or on behalf of Newco or Newco Lupron Sales Subsidiary under or with respect to any agreement constituting a Transaction Document shall be effective, valid, binding or enforceable.

Section 7.02           Restructuring of TAP Subsidiaries .

(a)         The Parties acknowledge that certain Assets to be transferred to Newco and certain Liabilities to be assumed by Newco are currently held by other TAP

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Subsidiaries.  Consequently, immediately prior to the Contribution and Assumption, TAP shall cause:

(i)     the TAP Finance Subsidiary to merge, in accordance with all Applicable Laws, including the General Corporation Law of the State of Delaware, with and into TAP, such that the separate corporate existence of the TAP Finance Subsidiary will cease and TAP will continue its corporate existence and shall be the surviving corporation in such merger; and

(ii)    the TAP Sales Subsidiary to

(A)   form, in accordance with all Applicable Laws, including the General Corporation Law of the State of Delaware, a subsidiary corporation incorporated in the state of Delaware (“ Newco Lupron Sales Subsidiary ”),

(B)   contribute to Newco Lupron Sales Subsidiary, in exchange for all of the issued and outstanding stock of the Newco Lupron Sales Subsidiary, all Lupron Employees employed by and all Transferred Assets and Assumed Liabilities held by the TAP Sales Subsidiary immediately prior to the Contribution and Assumption free and clear of all Liens running in favor of TAP or any TAP Subsidiary other than Newco Lupron Sales Subsidiary, and

(C)   distribute all of the issued and outstanding stock of Newco Lupron Sales Subsidiary to TAP, such that Newco Lupron Sales Subsidiary becomes a direct and wholly-owned subsidiary of TAP.

(b)         Immediately after the Closing or at any time thereafter, TAP in its sole discretion may establish a successor (new Subsidiary) to the TAP Finance Subsidiary, contribute any or all of the Retained Assets, Retained Liabilities and Retained Employees to such Subsidiary and cause such Subsidiary to engage in (among other things) the business and operations conducted by the TAP Finance Subsidiary prior to the Closing.  Newco shall indemnify TAP against, and hold TAP harmless from, fifty percent (50%) of (i) the amount of any state Tax advantages lost by TAP resulting from the inability to utilize the new Subsidiary in accordance with past practice (during the ninety (90) day period following the Closing) and any state Taxes incurred by TAP arising out of the merger of the TAP Finance Subsidiary into TAP and (ii) the reasonable out-of-pocket expenses incurred by TAP within ninety (90) days of the Closing Date in establishing such new Subsidiary and qualifying such new Subsidiary to do business in all applicable states, in each case except to the extent any such amount is accrued or reserved for on the TAP Closing Balance Sheet or incurred as an expense by TAP prior to the Closing and thus reflected on the TAP Closing Balance Sheet; provided that Newco shall not be required to indemnify TAP for the loss of any Tax benefit, which loss is attributable to any decrease in sales or assets of TAP and/or its Subsidiaries as a result of the Contemplated Transactions or to any period after the ninety (90) day period immediately following the Closing Date.

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Section 7.03           VEP LLC Matters .  Immediately prior to the Contribution and Assumption, TAP shall:

(a)         adopt, and cause the TAP Sales Subsidiary to adopt, the VEP LLC Operating Agreement;

(b)         contribute to VEP LLC, in exchange for the Class A Interest and the Class B Interest, its entire interest in each Contract pertaining to Intellectual Property licenses and non-assertions related to the VEP Products to which TAP is a party or is otherwise bound or obtains rights (the “ VEP Licenses ”), except to the extent that VEP LLC is a licensee with the same rights (and on the same or more favorable material terms and conditions) with respect to VEP Products as TAP under any such VEP License; and

(c)         cause the TAP Sales Subsidiary to contribute to VEP LLC, in exchange for the Class C Interest, an amount of cash equal to $10,000.

Section 7.04           Access to Information .  Until the Closing, upon reasonable notice, TAP shall, and shall cause each TAP Subsidiary to, (a) give Abbott, Takeda, TAH and their respective Representatives reasonable access during normal business hours to the offices, properties, books and records, and employees of TAP, Newco and each